Cluj-Napoca is the "heart of Transylvania": a cosmopolite European city, an important business destination for South-East Europe, with a remarkable investment potential. In a previous article we pointed out things that you, a company that wants to invest in Cluj, should know, such as: opportunities, trends and details about the city.
When you start a business, there are many important decisions that have to be made. First, you need to decide what kind of company you want to establish.
1. Legal forms of business organization common in Cluj Napoca, and in Romania in general, are stock companies and limited liability companies. However, before making a decision, we recommend that you consult legal or tax advisers.
· Stock Company (SA)
A Stock Company is the company formed through the association of several persons called shareholders, who contribute to social capital formation through participation shares of equal value, called stock shares, in order to divide benefits, and who are responsible for the social obligations, within the limits of their incorporated contribution.
· Limited Liability Company (SRL)
The Limited Liability Company is the most common form of business organization in Romania, being one of the safest for shareholders due to the fact that they are responsible only for the contributions made and for the company’s patrimony.
2. Company name reservation
The availability of your company name can be checked on the Trade Register’s official website: http://recom.onrc.ro. Booking your company name will also be done at the Trade Register. Cost: 72 RON, approximately 17 Euros.
3. Establishing head office
The registered office is established through a loan or lease contract between the property owner and the future company, based on the name reservation from O.N.R.C. (National Trade Office).
4. Constitutive Act
In order to perform acts of commerce in Romania and to set up a limited liability company, a constitutive act must be made. For drafting such an act, we recommend you contact specialized people or companies in this field of business.
5. Preparing declarations
The persons who will hold the status of partner, shareholder or administrator will have to give a series of specific statements in front of a notary or a representative of the Trade Registry, which will show that they can have these qualities.
6. Depositing the share capital to the bank
The share capital must be deposited to the bank in a special account "social capital", usually, this account has a special status, monthly fees or interest not being charged for it. The minimum capital for an SRL is 200 RON, about 44 euros.
7. Signature specimen
The person that will be named Administrator will go, in person, to a public notary or to the Trade Registry to provide his or her signature specimen, which will then be added to the file for the establishment of the company. Cost: about 50 RON, approximately 12 Euros.
For non-residents, all documents prepared and legalized in the country of residence of its founders will have to be translated into Romanian by a certified translator and supralegalizated in Romania. The cost of a translator’s services reaches approximately 120 RON / hour (approximately 30 Euros).
8. Submission of documents and registration at the National Trade Office
When the file is complete, it will be submitted to the Trade Registry near the Court in the jurisdiction of which the company's headquarters will be located, in order to carry out the registration of the company. If the documents are fine, the judge will order the authorization of registration of the company and will send it for publication in the Romanian Official Gazette.
9. Stamp
After issuing the documents together with the identification card and the registration certificate, it is recommended that you purchase a stamp for exceptional cases. Since July 2015, this requirement was eliminated. However, some institutions request it. Prices range from 50-100 RON (between 11 Euros and 22 Euros).
10. Costs
In conclusion, the cost of setting up a Limited Liability Company (SRL) in Romania is as follows:
|
Types of taxes
|
RON
|
EURO
|
|
Trade Registry
|
550
|
125
|
|
Social capital
|
200
|
45
|
|
Notary
|
≅50 RON/ legalized document
|
≅12 Euro/ legalized document
|
|
Total
|
850
|
195
|
It is important to always be up to date with legislative news or to work with specialists who can handle these things for you. In Romania, the legislative and fiscal environment is quite dynamic and, if you do not have enough time, you can contact a local specialized firm to handle all the details.
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